东鹏饮料: 东鹏饮料（集团）股份有限公司独立董事工作制度（H股发行并上市后适用）

Core Points - The document outlines the working system for independent non-executive directors at Dongpeng Beverage (Group) Co., Ltd, aimed at enhancing corporate governance and protecting the interests of all shareholders, especially minority shareholders [2][3][4] Chapter 1: General Principles - The independent non-executive directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] - They are obligated to act in good faith and diligence, ensuring the overall interests of the company and protecting the rights of minority shareholders [3] Chapter 2: Qualifications for Independent Non-Executive Directors - A minimum of three independent non-executive directors is required, with at least one being a qualified accountant or possessing relevant financial expertise [6][7] - Candidates must meet specific independence criteria and possess relevant experience in law, economics, or other necessary fields [5][6] Chapter 3: Nomination, Election, and Replacement - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent non-executive directors, who are then elected by the shareholders [13][14] - Independent non-executive directors can serve a maximum of six years, with a cooling-off period of 36 months before being eligible for re-nomination [7][16] Chapter 4: Responsibilities of Independent Non-Executive Directors - They are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [20][21] - Independent non-executive directors have the authority to hire external consultants for audits or investigations [21][22] Chapter 5: Working Conditions for Independent Non-Executive Directors - The company must provide necessary conditions and support for independent non-executive directors to fulfill their duties effectively [34][35] - They are entitled to appropriate remuneration, which must be approved by the board and disclosed in the annual report [39] Chapter 6: Supplementary Provisions - The document stipulates that any matters not covered will adhere to national laws, regulations, and the company's articles of association [40] - The system will take effect upon approval by the shareholders and after the company's H shares are listed [43]